Monarch Announces the Closing of a First Tranche of $1 Million of a $1.5 Million Flow-Through Private Placement
March 10 2023 - 2:28PM
MONARCH MINING CORPORATION
(“
Monarch” or
the “
Corporation”) (TSX: GBAR) (OTCQB: GBARF)
announces the closing of the first tranche of a non-brokered
private placement for total gross proceeds of $999,997.15 (the
“
Offering”).
The Offering consisted of the issuance of
7,333,334 flow-through units of the Corporation (the
“Quebec FT Units”) at a price of C$0.075 per
Quebec FT Unit, and 6,428,530 flow-through units of the Corporation
(the “National FT Units” and
collectively with the Quebec FT Units, the
“Units”) at a price of C$0.07 per National FT
Unit.
Each Quebec FT Unit consists of one common share
of the Corporation and one-half of one common share purchase
warrant (each whole purchase warrant a “Warrant”).
Each common share comprised in each Québec FT Unit will qualify as
a “flow-through share” (within the meaning of subsection 66(15) of
the Income Tax Act (Canada) and section 359.1 of the Taxation Act
(Québec)). Each National FT Unit consists of one common share of
the Corporation and one-half of one Warrant. Each common share
comprised in each National FT Unit will qualify as a “flow-through
share” (within the meaning of subsection 66(15) of the Income Tax
Act (Canada). Each Warrant entitles the holder thereof to purchase
one common share of the Corporation (a “Warrant
Share”) at an exercise price of C$0.15 for a period of 24
months following the closing of the Offering.
The gross proceeds from the sale of the Units
will be used by the Corporation to incur eligible "Canadian
exploration expenses" that qualify as “flow-through mining
expenditures” as both terms are defined in the Income Tax Act
(Canada) (the “Qualifying Expenditures”) related
to the Corporation’s eligible projects in Québec. The Qualifying
Expenditures will be renounced in favour of the subscribers with an
effective date no later than December 31, 2023.
As consideration for the services provided by
finders in connection with the first tranche of this Offering, the
Corporation paid cash finders' fees totalling $69,999.79 and issued
483,333 compensation options (the “Compensation
Warrants”). Each Compensation Warrant is exercisable to
acquire one common share of the Corporation at a price of $0.10 per
share over a period of 24 months following the closing of the
Offering.
Closing of the Offering is expected to occur on
or before April 6, 2023. All securities issued pursuant to the
first tranche of this Offering are subject to a restricted hold
period of four months and a day, ending on July 11, 2023, under
applicable Canadian securities legislation. The Offering remains
subject to the final approval of the Toronto Stock Exchange.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") and may not be offered or sold to, or for the
account or benefit of, persons in the United States or U.S. persons
absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
state securities laws. "United States" and "U.S. person" are as
defined in Regulation S under the U.S. Securities Act.
About
MonarchMonarch Mining Corporation (TSX: GBAR)
(OTCQB: GBARF) is a gold mining company that owns four projects,
including the Beaufor Mine, which is currently on care and
maintenance and has produced more than 1 million ounces of gold
over the last 30 years. Other assets include the Croinor Gold,
McKenzie Break and Swanson properties, all located near Monarch’s
wholly owned Beacon Mill with a design capacity of 750 tpd. Monarch
owns 29,504 hectares (295 km2) of mining assets in the prolific
Abitibi mining camp that host a combined measured and indicated
gold resource of 666,882 ounces and a combined inferred resource of
423,193 ounces.
Forward-looking statements All
statements, other than statements of historical fact, contained in
this press release including, but not limited to those describing
the timeline of the initiatives described in this press release,
those relating to the intended use of proceeds of the Offering, the
final approval of the Toronto Stock Exchange in connection with the
Offering, the entering into or more sale agreements, debt
settlement agreements, merger or other combination business
agreements, the Corporation’s commitments and initiatives outlined
in the press release, the intended results of the initiatives
described in this press release, the positive impact of the
foregoing on project economics, and generally those statements
which are discussed under the “About Monarch” paragraph and
elsewhere in the press release which essentially describe the
Corporation’s outlook and objectives, constitute “forward-looking
information” or “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of Canadian, and
are based on expectations, estimates and projections as of the time
of this press release. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by the Corporation as of the time of such
statements, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. These
estimates and assumptions may prove to be incorrect.
Forward-looking statements are subject to known
or unknown risks and uncertainties that may cause actual results to
differ materially from those anticipated or implied in the
forward-looking statements. Risk factors that could cause actual
results or events to differ materially from current expectations
include, among others, the Corporation's ability to continue as a
going concern, the Corporation being a going concern able to
realize its assets and discharge its liabilities in the normal
course of business as they come due into the foreseeable future,
the generation of interest for its review of a range of
alternatives, in either the sale of part or all of the Company or
its assets, a merger or other business combination with another
party, a potential investment in Monarch, a debt restructuring, or
other strategic initiatives with the goal of maximizing return in
respect of the Company’s assets, the ability of the Corporation to
successfully implement its strategic initiatives and whether such
strategic initiatives will yield the expected benefits, the
availability of financing or financing on favorable terms for the
Corporation, the business conditions of the Corporation will not
change In a materially adverse manner, expectations that the
business of the Corporation will continue in the ordinary course,
litigation as well as cash flow and capital structure risks and
general business risks. A further description of risks and
uncertainties can be found in Monarch's Annual Information Form
dated September 28, 2022, including in the section thereof
captioned “Risk Factors”, which is available on SEDAR at
www.sedar.com. Unpredictable or unknown factors not discussed in
this Cautionary Note could also have material adverse effects on
forward-looking statements.
Many of these uncertainties and contingencies
can directly or indirectly affect, and could cause, actual results
to differ materially from those expressed or implied in any
forward-looking statements. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Forward-looking statements are
provided for the purpose of providing information about
management’s expectations and plans relating to the future. The
Corporation disclaims any intention or obligation to update or
revise any forward-looking statements or to explain any material
difference between subsequent actual events and such
forward-looking statements, except to the extent required by
applicable law.
Neither the Toronto Stock Exchange nor its
Regulation Services Provider (as that term is defined in the
manuals of the Toronto Stock Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Further information regarding the Corporation is
available in the SEDAR database (www.sedar.com) and on the
Corporation’s website at: www.monarchmining.com
FOR MORE INFORMATION: |
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Jean-Marc Lacoste |
1-888-994-4465 |
|
President and Chief Executive Officer |
jm.lacoste@monarchmining.com |
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Mathieu Séguin |
1-888-994-4465 |
|
Vice President, Corporate Development |
m.seguin@monarchmining.com |
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www.monarchmining.com |
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